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[LOGO OF HEWLETT PACKARD APPEARS HERE]
-------- HEWLETT-PACKARD COMPANY
3000 Hanover Street
Palo Alto, California 94304
--------------------------
LEWIS E. PLATT
Chairman, President and
Chief Executive Officer
January 10, 1996
Willem P. Roelandts
Hewlett-Packard Company
3000 Hanover Street
Palo Alto, California 94034
Re: Executive Severance Package
Dear Wim:
This letter will confirm our discussions regarding your
decision to resign your present position with HP effective
January 10, 1995 and to commence employment with Xilinx on
January 11th. In view of your many years of service to the
company and your significant past contributions, HP is
prepared to offer you a severance payment of one million ten
thousand seven hundred and eighty-nine dollars
($1,010,789.00), less applicable withholding taxes.
In return for making this severance package available to
you, we ask that you agree to do the following:
1. Reaffirm your existing obligation as a fiduciary and
recipient of confidential and proprietary information
that you will not use or disclose such information
except as may be permitted by HP or by law, and
2. Execute the attached standard release form which was prepared by
the Legal Department.
This severance proposal is subject to two contingencies.
First, because you are an executive officer of HP, payment of
the severance amount requires the approval of the
Compensation Committee of the Board of Directors. I will ask
the Committee for such approval on January 18th, 1996. Should
approval not be granted, your resignation will remain in
effect as will your obligations concerning confidential and
proprietary information, however, the remainder of this
agreement will be null and void. Secondly, in accordance with
the provisions of federal law relating to age discrimination,
you have up to twenty-one days from the date of this letter
in which to accept the terms of this agreement.
You may, however, accept it any time within those twenty-
one days. Once you have accepted this agreement, you will
still have an additional seven days in which to revoke your
acceptance. To revoke, you must send me a written statement
of revocation. If you do not revoke, the agreement will
become effective upon the last to occur of approval by the
Compensation Committee and the expiration of seven calendar
days following your acceptance. Assuming these contingencies
are satisfied, payment will be made not later than January
31, 1996.
I encourage you to take some time to review this severance
offer and to consult with counsel or advisers of your choice.
If this proposal is acceptable, please indicate your
acceptance by signing and returning the duplicate copy of
this letter and the accompanying legal release.
<PAGE>
Wim, I sincerely appreciate the enormous contributions you
have made over your twenty-nine years here at HP. I wish you
the very best as you take on your new responsibilities, and I
look forward to working with you as a fellow CEO here in the
valley.
Sincerely,
HEWLETT-PACKARD COMPANY
/s/ Lewis E. Platt
Lewis E. Platt
Chairman, President, and Chief Executive Officer
Agreed:
/s/ Willem P. Roelandts
Willem P. Roelandts
Date: January 16, 1996
<PAGE>
GENERAL RELEASE
This General Release (Agreement) is made and entered into between WILLEM P.
ROELANDTS and HEWLETT-PACKARD COMPANY (HP), pursuant to his voluntary
resignation and as a condition of his Executive Severance Package. The parties
expressly agree that the making of this Agreement or the offer of a severance
package does not in any way constitute an admission of wrongdoing on the part
of any of them.
1. In exchange for HP's providing the severance benefits described in Lewis
E. Platt's letter attached to this document, Mr. Roelandts, on behalf of
himself, his heirs, estate, executors, administrators, successors and assigns
does fully release, discharge, and agree to hold harmless HP, its officers,
agents, employees, attorneys, subsidiaries, affiliated companies, successors
and assigns from all actions, causes of action, claims, judgments,
obligations, damages, liabilities, costs, or expense of whatsoever kind and
character, including, but not limited to: 1) any claims relating to employment
discrimination on account of race, sex, age, national origin, disability, or
other basis whether or not arising under the Federal Civil Rights Acts, the
Age Discrimination in Employment Act, the Americans With Disabilities Act, the
California Fair Employment and Housing Act, the Rehabilitation Act of 1973,
any amendments to the foregoing laws, or any other federal, state, county or
municipal law, statute, regulation or order relating to employment
discrimination; 2) any claims relating to, arising out of, or connected with
his employment with HP whether based on contract, tort, or any other legal
theory; and 3) any claims relating to, arising out of, or connected with any
other matter or event occurring prior to the date this Agreement is delivered
to HP.
2. As a voluntarily terminating employee, Mr. Roelandts shall be entitled to
exercise conversion privileges, stock options, and the like to the same extent
as would any other employee who voluntarily terminates employment. Subject to
the terms and conditions of the applicable plans, Mr. Roelandts shall also
retain all pension rights which are vested as of the date of his resignation.
Mr. Roelandts understands and agrees that there shall be no accelerated
vesting of any stock or stock options, and he expressly waives any claim he
may have to performance based restricted stock and any claim to any bonus
which may subsequently be paid for exceeding performance metrics.
3. In entering into this Agreement, the parties have intended that this
Agreement be a full and final settlement of all matters, whether or not
presently disputed, that could have arisen between them. Mr. Roelandts
understands and expressly agrees that this Agreement extends to all claims of
every nature and kind whatsoever, known or unknown, suspected or unsuspected,
past or present and all rights under Section 1542 of the California Civil Code
and/or any similar statute or law of any other jurisdiction are hereby
expressly waived. Such section reads as follows:
Section 1542. A general release does not extend to claims
which the creditor does not know or suspect to exist in his
favor at the time of executing the release, which if known by
him must have materially affected his settlement with the
debtor.
4. Notwithstanding the foregoing, Mr. Roelandts shall retain any right to
indemnity he may otherwise have in any action brought by a third party against
him as an individual arising out of actions undertaken by him in good faith
and within the course and scope of his employment as an officer of HP.
5. Mr. Roelandts acknowledges and reaffirms that as a fiduciary and company
executive, he became privy to confidential and proprietary information which
includes, but is not limited to, business strategies; marketing plans and
customer lists; new product R & D and introduction plans; potential
acquisitions and investments in third parties; process yields, manufacturing
strategies, and costs; patent applications and disclosures; nonpublic
financial data; and other similar information. With respect to all such
information, Mr. Roelandts agrees to retain it in confidence until it becomes
public knowledge or he is given advance written permission by HP to disclose
or use it.
6. The terms of this Agreement together with the letter referred to above
are intended by the parties as a final expression of their agreement with
respect to such terms as are included therein and may not be contradicted by
evidence of any prior or contemporaneous agreement. The parties further intend
that this Agreement together
<PAGE>
with the letter referred to above constitutes the complete and exclusive
statement of the terms of their agreement and that no extrinsic evidence
whatsoever may be introduced in any judicial or other proceeding, if any,
involving them. No modification shall be effective unless in writing and
signed by both parties hereto.
7. MR. ROELANDTS FURTHER STATES THAT HE HAS READ THIS AGREEMENT, THAT HE HAS
HAD THE OPPORTUNITY TO CONSULT COUNSEL OF HIS CHOICE, THAT HE UNDERSTANDS ITS
FINAL AND BINDING EFFECT, THAT THE ONLY PROMISES MADE TO HIM TO SIGN THIS
AGREEMENT ARE THOSE STATED ABOVE AND THAT HE IS SIGNING THIS AGREEMENT
VOLUNTARILY.
IN WITNESS WHEREOF, this Agreement has been executed in duplicate originals
on the dates indicated below, and shall, unless revoked by Mr. Roelandts as
provided in Mr. Platt's letter, become effective upon approval of the
Compensation Committee of the Board of Directors.
HEWLETT-PACKARD COMPANY
By: /s/ Lewis E. Platt
--------------------------------
Lewis E. Platt
Chairman, President, and Chief Executive Officer
Date: January 10, 1996
------------------------------
WILLEM P. ROELANDTS
Signature: /s/ Willem P. Roelandts
-------------------------
Date: January 16, 1996
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